Common use of Conditions to Clause in Contracts

Conditions to. Each Advance. In addition, without prejudice to the uncommitted nature of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretion: (a) Each of the representations and warranties made by such Borrower in or pursuant to this Agreement shall be true and correct in all material respects on and as of the relevant Borrowing Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date. (b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed and delivered by two Responsible Officers of such Borrower. (c) No Default or Event of Default shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advance. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U. (e) All proceedings, and all documents and instruments executed or delivered pursuant to this Agreement shall be satisfactory in substance to the Lender, and the Lender shall have received such other documents and legal opinions in respect of the transactions contemplated hereby or thereby as it shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrower.

Conditions to. Each Advance. In additionAdvance and Funding of the Term Loan The obligations of Lenders to make any Advance under the Revolving Facility (including, without prejudice limitation, the Initial Advance) and/or to fund the Term Loan and/or to fund any Draw under the Equipment Acquisition Term Loan (including, without limitation, the Initial Draw) are subject to the uncommitted nature satisfaction, in the judgment of Agent, in its Permitted Discretion, of the credit facility provided for herein, no Advance will be made to a Borrower unless the following additional conditions precedent have been satisfied, or waived by the Lender in its sole discretionprecedent: (a) Each Borrowers shall have delivered to Agent, (i) in the case of an Advance, a Borrowing Certificate for the Advance with necessary supporting documentation and (ii) in the case of a Draw, a Draw Notice with necessary supporting documentation, each executed by an authorized officer of Borrowers, which shall constitute a representation and warranty by all Borrowers as of the Borrowing Date that the conditions contained in this Section 4.2 and in Section 4.1 have been satisfied; provided, however, that any determination as to whether to fund Advances, Draws, or extension of credit shall be made by Agent, in its sole and absolute discretion; (b) each of the representations and warranties made by such Borrower Borrowers and Guarantors in or pursuant to this Agreement the Loan Documents shall be true and correct accurate in all material respects on and as of the relevant Borrowing Date, both immediately prior to before and after giving effect to such Advance and to the application funding of the proceeds thereofTerm Loan and/or making such Advance, as if and/or funding of the Draw (except for those representations and warranties made on and as of such a specific date. (b) The Lender shall have received a Note, if requested pursuant to Section 2.4(c), executed Borrowers and delivered by two Responsible Officers of such Borrower. (c) No Guarantors shall be in compliance with all covenants, agreements and obligations under the Loan Documents, and no Default or Event of Default shall have occurred with respect to such Borrower and or be continuing on such date or would exist after giving effect to the requested Advance and/or Term Loan and/or Draw on such date; (c) immediately after giving effect to the requested Advance., Term Loan, or Draw, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of (i) the Facility Cap and (ii) the Availability; (d) The Lender there shall be satisfied that no liabilities or obligations with respect to any Borrower of any nature whatsoever which, either individually or in the Advances aggregate, could reasonably be likely to such Borrower and the use of proceeds thereof comply have or result in all respects with Regulation U; and to the extent required by Regulation U the Lender shall have received a current list of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to the Lender and in compliance with Section 221.3(c)(2) of Regulation U.Material Adverse Effect; (e) All proceedings, and all documents and instruments executed or delivered pursuant to this Agreement shall be satisfactory in substance to the Lender, and the Lender Agent shall have received such other documents all fees, charges and legal opinions in respect of the transactions contemplated hereby expenses payable to Agent and/or Lenders on or thereby as it shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect prior to such Borrowerdate pursuant to the Loan Documents; and (f) there shall not have occurred any Material Adverse Change or Material Adverse Effect.

Conditions to. Each AdvancePurchasers' Obligations in Respect of the Initial Conditions Date. In addition, without prejudice The obligations of each Purchaser to purchase the Securities hereunder shall be subject to the uncommitted nature satisfaction or waiver, on the Initial Conditions Date, of the credit facility provided for herein, no Advance will be made to a Borrower unless the following conditions precedent have been satisfied, or waived by the Lender in its sole discretionconditions: (a) Each of the The representations and warranties made by such Borrower of the Company contained in or pursuant to this Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect, true and correct and (B) in all other cases, true and correct in all material respects respects, in the case of clauses (A) and (B), as of the Initial Conditions Date with the same force and effect as though made on and as of the relevant Borrowing Initial Conditions Date, both immediately prior to and after giving effect to such Advance and to the application of the proceeds thereof, as if made on and as of such date.. 45 40 (b) The Lender Company shall have received a Noteperformed in all material respects all of its obligations, if requested pursuant agreements and covenants contained in this Agreement to Section 2.4(c), executed be performed and delivered by two Responsible Officers of such Borrowercomplied with at or prior to the Initial Conditions Date. (c) No Default or Event of Default The Company shall have occurred with respect to such Borrower and be continuing on such date or after giving effect to such Advanceentered into the Registration Rights Agreement. (d) The Lender shall be satisfied that the Advances to such Borrower and the use of proceeds thereof comply in all respects with Regulation U; and to the extent required by Regulation U the Lender Company shall have received a current list filed the Certificate of “margin stock” (as defined in Regulation U) from such Borrower in form and substance acceptable to Designation with the Lender and in compliance with Section 221.3(c)(2) Secretary of Regulation U.State of the State of Delaware. (e) All proceedings, and all documents and instruments executed or The Company shall have delivered pursuant to this Agreement shall be satisfactory in substance to the LenderPurchasers a certificate executed by it or on its behalf by a duly authorized representative, and dated the Lender Initial Conditions Date, to the effect that each of the conditions specified in paragraph (a) through (d) of this Section 7.02 has been satisfied. (f) The Purchasers shall have received such other documents the opinion of counsel to the Company, dated the Initial Conditions Date, and legal opinions addressed to the Purchasers, substantially in respect of the transactions contemplated hereby or thereby form attached hereto as it Exhibit D. (g) The Form 10 shall reasonably request. Each Borrowing by a Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date thereof that the conditions contained in this Section 4.2 have been satisfied with respect to such Borrowerdeclared effective by the Commission on the Initial Conditions Date.